Incubus Mage

Story by Calico64 on SoFurry

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#26 of Writings

A commission for scalier (http://www.furaffinity.net/user/scalier)

A young mare wizard comes upon one of the older lost towers of the archmages, and scours its tiers in search of valuables, what she finds is far more dangerous, yet rewarding than she could imagine. However, now she faces the trials of the Incubus Mage. Her reward is great power, but the consequences of failure is certain death!


Very few ventured to the towers. They were all full of their own dangers, and their own mysteries that most would deem far too unpredictable. Even this tower, which had been abandoned for several years, was far too dangerous to enter. Did that bother Silvia? Maybe a little. Still, with the way things were going with her, she was going to be flat broke by the end of the fortnight. It was time to do something major, or she was in trouble. The land around the tower seemed to be growing vegetation at an extensive rate. The grass was up to the pony girl's hips. She brushed her blue mane hair from the front of her eyes and looked up at the very tall tower, which had vines growing all over the base of it, making their way to the very top.

It was made of a black brick, but even that was starting to look shabby as it aged and there was no one there to take care of it. She held her short staff in her hand, against her hip as she approached the front door. It had been barricaded by who knows what, though the door itself was still lying, broken a few yards away from the threshold.

With a simple push, the boards blocking the passage were easily broken. Silvia drew in the dank air, and it was ever so stale. The only light that came through the first tier was from a very small window. The rest of the room was destroyed. Bits of wood scattered across the floor, broken mirror glass covered a small portion of the floor to the left of the doorway, and the paintings on the wall were all burned.

It didn't take long for her to note that there was nothing valuable in this room, but the stairs that spiraled up the cylindrical tower were on the other side of the room, and she began to make her way up them. Her hooves clip-clopped up the steps as she watched herself. She knew this tower was not especially old, but that didn't mean it was structurally sound. Who knew what happened to this place to make it in such a way?

Silvia had seen many sights amid her voyages, but for some reason she kept coming across these towers. They were towers of many colors, but they all shared many common traits. The foremost trait they had in common were that very powerful wizards resided in them, and they were very, very tall. The towers were becoming more and more common as she trekked the lands of Estina, the world she lived in.

The difference with this tower was that it was out in the middle of nowhere, not in a city or even a small town like the others. The magic user that built this tower must have been somewhat of a recluse, perhaps one with secrets that he or she didn't want to get out. Of course, Silvia hoped for the latter to be true. She passed by empty rooms on her way up. One of the rooms had cabinets and shelves inside, but they were all but destroyed, along with a generous amount of glass beakers and potion containers strewn about the floor. As she approached the top of the tower, she had almost completely lost hope of finding anything.

That was when she found the very top floor had a tall standing door. One that was well polished wood, and extremely well built. Of course such an amazing craftsmanship was the work of magic, no door built in the human world could possibly stay this well finished no matter how well it was kept. This brightened her outlook, as such a construct could not be penetrated without a very powerful magic. The rogues who ransacked the tower for its loot were not well enough equipped to handle such a fine warden. Silvia wasn't even sure she had magic strong enough to defy such an amazing magic as this, but the pegasus woman was more than willing to try.

She twirled her short staff in her right hand and held it before her. The Sapphire gem on the top of it glowed with a brilliant light, as did her eyes as she gazed at the enchanted entrance. With spoken words, she spread her yellow feathered wings apart with a brilliant span, and her magic assaulted the blocked entryway with a powerful force!

To her surprise, the magic she used seemed to be more than enough. Either the spell binding the door was weakened by lack of upkeep, or whoever looted the tower had tried other magic before to loosen its grip. With a single push, the door creaked open, and what she saw gave her a bit of a start.

There was a pile of bones lying in the middle of the floor near the black caldron. The books in the shelf at the other end of the room were all still there, and this spread a wide grin across her face. Such knowledge in that bookshelf! She was prepared to have an absolute field day with this mighty collection, not to mention the random assortment of multi-colored potions on the small table on the left wall.

Whoever the wizard was, he had a very respectable collection of items. However, before she could indulge herself in the beautiful assortment of goods, her eye was caught by an open book sitting on an altar near the table. She came to the book, and it was written in a very ancient, and dead language that she so happened to be fluent in. It was a language used by the primordials. Those who were truly gifted in magic were taught this language, as many more powerful spells were etched in stone, though rarely found in such a book.

What a find, indeed! Even if she didn't want the spells, the gold pieces she would gain from selling the unneeded materials would grant her the ability to make her own tower! She put her hand on the edge of the spellbook, about to close it, but she began to read further down the page. The words "power" and "gargantuan" caught her eye. She mouthed some of the words written in the pages, and the wheels in her head began to turn.

It was a demon, one who could grant her such immense power that she would reach a new level in her magic, and could take on even some of the arch mages that doubted her ability in the past. Such an opportunity could ne'er be overlooked.

It was a very long incantation, but the needed materials were all on top of the table, as it turned out. Even the summoning circle was already drawn on the floor, covering the surface beyond the cauldron.

Though there should have been a red flag at such an unbelievable amount of coincidences, Silvia did not want to pass up such an amazing opportunity. She followed the instructions to the absolute letter. She picked up all of the needed ingredients, placing them little by little over the summoning circle in the order that they were written.

Then she came to the very last ingredient. At first, she thought her Prime Speak was a little rusty, so she read it again, then again. The closest translation that could be found for this word was "love juice" or "reproductive fluid." This raised her eyebrow, and she looked at the circle. It had a sectioned star in the middle of it, and the herbs, animal limbs, and potions were on every limb of the star, however, the final ingredient was to be put in the middle. So either her ancient tongue was off, or the former wizard jerked off into the center of the ring.

Silvia rolled her eyes, but then those two words stood out to her once again; "power" and "gargantuan." Such a juicy scenario was too intriguing to pass up. She sighed, and opened her robes, baring her amazingly large, blue nippled, yellow furred breasts, and removed her cloth under garment. Tossing them to the side, she stepped into the circle, and sat in the center.

The act of masturbation was nowhere out of her range of feats, though, she had never used it for spellcasting before. With two fingers, she spread her slit apart, revealing her pink twat as a finger began to rub it from the bottom to the top. She concentrated a bit, and used two fingers to insert into her vaginal tunnel. With a gasp she began fingering herself, her wings spreading a bit as she increased her momentum. Silva gritted her teeth as she felt her juices flow freely, and her palm lightly slapped against her labia. Closing her eyes, her fingers rubbed against her the sides of her tube, and her breathing became labored.

As she opened her eyes, she saw that the summoning circle began to glow a beautiful crimson, and her flare of lust was stoked by an outside force. She cried out in bliss. Her hand slapped the ground forward of her position, and her muzzled clenched shut as she heard her juices as she furiously worked her pussy. Her palm smacked against her cunt and waves of pleasure rumbled through her body as she finally peaked in her pleasure. A spatter of her juices hit the ground, and the circle began to shine.

The air around her became hot, and a great force from the ground pushed upward, almost lifting her completely off the ground. As the heat subsided, there stood before her a very tall, cloaked figure. In the center neck piece of the brown hood, there was a ruby gem in the shape of half a heart, and it hovered in midair until it gently touched down to the ground, unmoving.

Silvia panted for breath after such an experience. She hadn't cum that hard in ages, and now there stood a hooded figure before her, who seemed to stare at her beautiful, slender body.

"And who, exactly, are you?" Silvia picked up her garments and began putting them back on.

"You summoned me, fair creature. I believe I should be asking you the same." He spoke in a very deep voice. His eyes began to glow from under his hood. "You have successfully called me to this realm, and now I am here. You read the former spellcaster's book, used his supplies, and now you have called upon me to give you great power." He grinned as he pulled back his hood from his head. He was a steed, colored a bright red with yellow markings patterned all over his muzzle. The yellow markings underneath his eyes seemed like tears rolling down his cheeks. "I am Arethas. Incubus of the Fire Realm, and keeper of the tomes."

Silvia closed her robes and tied her belt, holding her short staff beside her. "I am Silvia Windmane, and I am here for-"

"Save your breath, you'll need it." Arethas grinned, his red muzzle showed his very sharp looking fangs. "I know exactly why you're here. You read it in the spellbook, and I would be more than happy to give you the power you seek. If you pass the test. However, if you should fail..." He said, then his eyes turned downward, toward the pile of bones that was once a living wizard. "Let's begin."

He held up one hand opened toward her, and she reacted fast but in an instant, she was blown straight through the window on the other side of the room. The glass shattered at her back, causing her to cringe in great pain, but her wingspan spread open and she was able to flap them just a few times to catch herself. She steadied herself, and lowered herself to the grass as the red Incubus floated out of the tower's window. A very dark aura encircled his body as he neared the ground.

She gazed him down as he landed, her eyes scowled at his presence. The power he emitted was very formidable, but it also seemed like he was hiding a great deal of his full magical capacity. He was a demon mage, after all. They had ways of sacrificing their essence to gain the upper hand in a pinch.

"Now, what is this test you speak of?" Silvia asked, her guard was very clearly up. "Do not toy with me, Incubus, I am not here for games."

"Oh, but I am." Arethas nodded, a grin forming over his muzzle as he gazed at the yellow furred pegasus woman. "And let us start with something simple. Perform as you should, and you will be given another phase of the test. Let the games begin." His voice lowered as he spoke the last sentence, and his hands raised before him. A black blare of luminescent darkness emitted from both his hands, and a spectral summoning circle appeared on the ground between them. Up came a very large, brutish bull man. His horns were very long, his fur was as black as ink, and his large, veiny, barbaric cock swung around as he moved his muscular legs in position to gaze at her. His eyes shined with a gruesome, purple light, and his stare was lifeless, as if the essence had been drained from him long ago.

Silvia's eyes widened as she gazed at his enormous muscles, and she blushed deeply as his cock grew very erect at the mere sight of her. The Taurus Beast clenched his fists, snorted, and began to charge straight for her.

"Domregatanori!" Quick on the draw, she wielded her short staff in front of her, and the sapphire on top shined with a brilliant light. A gigantic gust of wind blasted forth before her, blowing her robe back, revealing her bare nether region. The sharp, howling gale rocked the bull man, slowing him down immensely. He slumped forward as his torso took the force's brunt head on. She gritted her teeth, though, as she had never seen any living creature stand up to such a blow. All of her opponents before had flown the other direction, but this one was still moving forward, and the attack had lost its initial punch.

The spell ended, and the bull seemed undeterred. Before she could cast another, it came in arm's length, and grasped her wrist. Silvia was not lacking physical strength, but this creature was brute force incarnate. It pulled her down to her hands and knees, causing her lower robe to flap up onto her lower back and expose her naked rump. She couldn't even attempt to stand again before its hefty meat was pushed deep into her vaginal tube.

He was a tight fit, and the entry had caused her to howl in both unexpected pleasure and surprise. The bull began humping her immediately, and without warning. She had no choice but to moan in unbridled ecstasy. His cock was magnificent! Her juices covered his flesh sword as it pumped her with unyielding force. After the initial shock wore off, she knew that her performance in this demon's test was going very poorly. If this unruly beast made her cum, Silvia would fail this test in its beginning phase!

As his rutting caused his cock to enter her tube in its whole, she thought fast. Her wings spread and covered her back and shoulders. With a thought, her wings shined a sudden blue luster, and flapped straight back. The wind was sharp, and sent spiralling shards of energy that jabbed into the bull's muscled flesh. The brutish thing was not without the sense of pain, thankfully, as it was taken aback by the attack. His cock popped out of her dripping cunny, and she jumped her feet up. Her hands planted on the ground, she flipped forward with her staff in a tight grip.

His recovery was quick, though, and his shining, lifeless eyes gazed at her once again. The pain only seemed to harden his peen further, and she grimaced at the concept. With one last breath of hope, she pointed her middle and forefinger toward the beast, and emitted a small ray of light.

"Coisan!" She shouted, and beamed a small ray of light directly into the bull's eyes. His first step was his last in his sudden approach. The brute stopped cold as the light in his eyes were extinguished, and he slumped forward, dropping to the ground.

Silvia panted, and brushed a small lock of blue hair from her forehead. Then she clenched her legs together as she felt a sudden shot of pleasure between her legs. There were very few manhoods that could fill her tube so completely, and that one certainly performed to her standards.

Her hand cupped her aching pussy, causing her to draw a sharp breath. She looked to see her sticky juices on her fingers, then she shook it onto the ground.

She turned toward the incubus as he began a slow clap. He had a very devious grin on his equestrian muzzle, and his chuckle made her grimace.

"Very good, very, very good, Silvia. I am very pleased. Your skills do not disappoint. However, you did show some lack of experience in the beginning. I hope, for your sake, that you do not let that be your downfall in the later stages. Death waits for no one, and you will need to be on your toes, because the next level begins now." His eyes glowed the same dark glare as it did before, and yet another summoning circle appeared on the ground before him.

With the wave of his hand, there came a large shadow, one that came out in a wave. As the shadow dissipated, there stood five dark figures. All of them stood in a row, and their glowing red eyes gazed toward Silvia. She did not wane, the yellow mare steeled herself, poised for the defensive. The two in the center were the shadows of horse men, on either side of them stood three wolves, all of them muscular, and very large.

Before she could blink, though, the she felt a hand grasp her wrist. The wolf on her right stretched out his shadow-like substance, and his claws bound itself to Silvia. His claw began to retract back to him, and pulled her toward her at whiplashing speed! She gritted her teeth as she reeled toward him. Gripping her staff she swung it toward him as fast as she could. The wind combustion she caused kicked up tons of dust, and blasted all five of them, and scattered them, including herself.

The pegasus hit the ground hard, her mane skidded in the grass and she was flopped onto her back hard. Her robe was torn to shreds, revealing her blue nipples, and her very pink pussy as she splayed out in a sand trap. It took a small moment to gather her bearings, but that was one moment too long. Her wrists and ankles were all taken in the shadow beings' clutches and she was pulled onto her hands and knees. She struggled for a moment, but then she felt the head of a very hard penis press against her mouth. She looked up at the shadow wolf as his cock forced its way into her mouth. She cursed to herself, but Silvia was determined to pass this test. Even as she felt the shadow steed behind her uncover her ass and begin rubbing her hot, wet sex with his thumb. The wolf to her right grasped her breast in his hand and begin massaging it.

Pleasure began rumbling through her body as all of the shadow beings began to caress her nether regions. The steed behind her even began to shove his muzzle into her ass cheeks and his long tongue began massaging her quivering quim. She moaned against the cock in her mouth, and even licked it as much as she could with him pushing it into her mouth, effectively fucking her face.

Silvia had to keep it together, if she came too many times, there's no way she would ever pass the test. However, as she was trying to devise a plan to gain the upper hand, one of the shadow steeds shoved a very large horse cock straight into her waiting vaginal tube. She nearly howled with bliss at the sheer girth that stretched her so. The peen began to pump her, and Silvia started to lose herself to the lust that filled her every sensitive area. A shadow wolf began to suck on her teet, and the one in her mouth began to cum large, thick strings of semen filling her mouth. Her cheeks were flushed as the wolf silhouette pulled out of her muzzle, but was quickly followed up with a gigantic horse schlong. The two shadow steeds spit roasted her between their meat swords, and pumped her mercilessly.

She had to come to her senses! If she didn't defeat these large, sex starved beasts, she was going to be killed! As she looked to the side, beyond the wolf stroking his dick, patiently waiting his turn, she saw her staff sparkling in the tall grass. As she began to calculate its distance from her, the steed in her pussy began to fill it with spunk. She clenched her eyes shut as she reached her own orgasm, not being able to hold it back any longer. Her own juices mixed with the shadow steed's cum as he gave her three more hard humps, and then pulled out to be replaced by a wolf that climbed down underneath her.

'Oh damn,' she thought. 'I know where this is going! I can't let them double fuck me no matter what!' Despite her trying to struggle, their clutches gripped into her tighter, and the wolf cock shoved into her ever so deep! Sure enough, the third wolf cock got inside of her asshole in no time flat, and the horse cock began to cum, causing her to gulp it down in a senseless fit of unbridled lust!

'Well, perhaps... just a little bit...' Her mind was starting to succumb to the pleasure. She felt ever so full, even as the steed was changed out with the other horse, she found herself unable to concentrate on her current predicament. They fucked her in sync with one another. When the cock in her ass pulled out, the dick in her pussy pushed in, and they rutted her in that pattern with such amazing rhythm, she had no time to think at all, especially with the horse in her mouth was grabbing her by the mane and fucking her mouth like he owned her. He even went down into her throat, his shaft filling her mouth almost to the point of capacity.

Then both cocks in her ass and pussy went off at the exact same time, and the sudden shock of sperm overflowing her orifices snapped her back to a fully conscious mind in an instant. True to form, both of them humped her three more times before pulling out. There was one single instant where her sex holes were empty, and their clutches were no longer around her arms.

In that one single moment, she reached out and pulled her staff into her clutches, it flying into one of the wolf's hips and causing him pain that he could not express in words, being not from this plane of existence. As soon as the staff hit her palm, she slammed the staff onto the ground and clenched her eyes completely shut as a brilliant light emitted from the sapphire on top of it.

The shining rays of luminescence flared into the shadow creatures, and all of them were powerless to block against it. They were vaporized just an instant after the beams of light pierced their dark essence. Silvia panted, and gasped for breath as she fell onto her side, semen and sweat still drenched her body.

"I dare say, I did not see that coming." The Incubus said, nodding, visibly impressed. "I honestly thought they had you when they both came at the same time, but you definitely surprised me, even surpassing my expectations completely."

Silvia gathered up saliva and cum in her mouth and spat to the side, wiping her muzzle. Then, she looked down to see that her robe was in tatters, completely useless. She pulled what was left of her clothes off of her and stood tall toward the incubus, her brow furrowed, and her fists clenched.

"Alright, demon, I'm ready for your next 'test.'" She fought off the urge to completely collapse there where she stood. Her cunt was absolutely dripping, still not satiated, even after such an amazing orgasm. The taste of cum was still on her tongue, and every nerve in her nipples were twitching, begging to be caressed by a strong hand. Despite it all, she refused to show any sign of weakness, nothing that the incubus could exploit. Silvia knew she was in trouble. She succeeded in using as little of her magic as she could, but the physical portion of the tests were zapping her energy something fierce.

The incubus stood from his sitting position and began to walk toward her with that smug, sinister grin on his red muzzle. As he did, the yellow patterns on his face began to light up, and glow a very surrealistic illumination.

"I'm ready." Silvia did not back down for an instant in his presence. That was, however, when he gave a small chuckle.

"No, you're really not." His hand glowed as he waved it in front of her, and all at once, she felt the most intensity she had ever felt in her entire life.

Her pussy became a torrent, and her entire became abuzz with wonton need! Her eyes widened, and her hands went to her chest and to her crotch, squeezing them and letting out a whine as they almost sizzled with heat. Her breathing was labored, and the hand on her pussy became ever so slick with her vaginal juice that didn't seem like it would ever stop pouring. Silvia dropped to her knees, gasping for breath, giving a moan in between every other one.

"Wh-what! You--AH!-- You bastard! Y--You can't--" Sweat gleamed from her forehead, and began to bead down her face as her vision became blurry.

"Can't I? I'm pretty sure I can. I happen to be an Incubus." He licked his lips, and put his finger on her forehead, and tipped her over onto her back as she continually grasped her pussy, letting it drench her inner thighs.

Arethas got onto his knees, moving her hand out of the way of her steaming cunny. With the tip of his tongue, he began to poke and prod at her twitching, pink skin. With every poke, she cried out in ecstasy, and her whole body spasmed slightly.

Both of her hands grasped the back of his mane and tried with every ounce of strength bring his face into her groin, but he would not budge, even when she scooted her ass toward him, he pulled his head back. With a grinning face, he continued to tease her with a little tongue action.

"You son of a--OOHHH!!!" In that moment, his muzzle clamped onto her snatch, and his tongue began to grind mercilessly. She mewled and begged him with her whines. She almost went cross-eyed with passion as his mouth sucked her pussy. She felt every last bit of his mouth on her, and yet she still wanted more. Then he stopped, and grinned up at her face.

In no time at all, she spun around on her hands and knees and pointed her ass straight toward him, moving her tail out of the way to show him everything she had. Her pussy was soaked, and her asshole was in clear, plain view for him to admire.

"Please! Oh, by the Gods! Please! Fuck me! I want your dick in me now!" Silvia had no shame left, she wiggled her ass in front of him in an attempt to entice him. Whether it worked or not, he opened his red robe, and out bobbed perhaps the largest cock she had ever seen in her days. His peen seemed painted yellow with the very base red as his own fur, and two huge balls underneath it. Even for a horse, he was so well hung, it almost seemed like it would tear her apart on entry. None of that mattered, though, she was so blinded by lust that she forgot she was even being tested for power in the first place. Her short sightedness only saw a hard, yellow shaft of a pulsing dick.

Silvia reached between her legs and used two fingers to spread her labia out as far as they would go. Her love hole twitched with anticipation. Without warning, he dropped to his knees behind her, and with one great thrust, he plunged into her waiting cunt!

On initial entry, there was a small explosion inside of her. Her orgasm from that one thrust was one that shook her to her very core foundations. Her eyes widened, and her pupils dilated to their largest extent. Her breath caught in her throat, and waves of euphoria rippled through her body like a current.

He began banging her with his gigantic hard on that somehow fit in her, stretching her drenched sex to its very limited. Tears rolled out of her eyes at such unimaginable pleasure. At one point, she was having an orgasm with each pump of his hardy sex organ.

After the initial shock of the multiple climaxes set in, she stopped shouting gibberish and incomplete phrases. His rhythm was so perfect, his thrusts bounced his balls off of her mound, and spattered wetness over his groin.

"Oh God! Please! Don't ever stop fucking me! Oh! Slap my ass! Come on! Slap my ass!" He complied with her, and she screamed in surprise at how sudden he did it. Her ass was already jiggling with each thrust of his dick. "HARDER!"

Before he could do it again, he grabbed her asscheeks, squishing them with his finger tips, and he gritted his teeth, and began shooting spunk deep into her eager pussy. The fire inside of her seemed to sigh in relief at the wonderful feeling of hot cum pulsing into her cunt. She whinnied with delight as she rubbed the side of her face in the grass, cuddled it even.

A frown of concern came over Arethas's face as he began his rutting once again. He pushed it all the way inside of her as fast as he could, and she complied with many more moans and squeals of delight. He shook his head, though, the grin returning, he knew it was only a matter of time.


One hundred and eighty seven female orgasms, and a hundred and twenty ejaculations later, his back hit the ground, with his cheeks skinnier, and his once luminescent patterns on his face were now black. The dusk was now setting in over the horizon, and Silvia got up to her feet, stretching, popping her back and knees.

Arethas looked up at her in sincere awe as she patted the dirt from her knees.

"Alright, so did I pass your test, or what?" She said as he bent down to pick up her staff, twirled it between her fingers and held it straight along her forearm.

"Wh---what? Y--you... how? There's no way you could possibly--- be--- standing."

"Get over yourself, you were great but you weren't the best fuck I've had." She spat to the side and frowned at him. "Now, where is it?"

"You'll never get it!" He winced, the effort it took to talk in that moment was brutally painful. "I'll-- never--"

"Oh, then I guess you won't be needing this anymore." She said as she placed the very sharp, pointy sapphire along side his limp, flaccid penis, then reared back to strike it.

"Wait! No! I'll--- Errrr--- I'll give---"

"I'm waiting!" She furrowed her brow and sneered at him.

He pinched his fingers onto his chest, and pulled out a shining orb of energy, reaching it up toward her. She took the orb from his fingers and held it up to her eyes. Silvia was no stranger to these small orbs of power, but she had never seen one like this.

Her eyes widened as she looked down at the incubus once again. He had turned to stone, and the expression of amazement was still on his face. Silvia smirked, thinking that he probably never thought that he would die with a soft dick between his legs. She reached her foot over to the side of his torso, and gave it a little tap. What started out as a small crack, began to fissure all over. The incubus statue crumbled into a pile of rubble in no time.

She went back to looking at the orb of power he'd given her, and she shrugged. She popped it onto her tongue and rolled it to the back of her throat, swallowing it whole. At first, she looked at her hands, seeing nothing, feeling nothing. Then her breath caught into the back of her throat as she felt a huge pressure on her chest. She clenched her teeth together and began to howl with the sheer fluttering of her heart. Her entire body shined with such a blinding blue light. Her arm shot straight up as her staff beamed a pillar of shimmering luster into the sky.

The shine finally dissipated, and Silvia was finally able to catch her breath. She put her hand on her heaving chest, her eyes wide and her entire body shaking. Every molecule of her body seemed to vibrate with such a brilliant sensation that she could never feel before just then.

She looked up toward the top of the tower, and saw the rundown structure in its downtrodden state. A wide grin spread over her muzzle, and her eyebrows raised up. Perhaps it was time for some remodeling. She giggled with delight as she pointed her staff toward the tower's base.

Perhaps it was time for a lot of changes.